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Nate Jorgensen

Director at IDACORPIDACORP
Board

About Nate Jorgensen

Independent director at IDACORP, Inc. since 2023; age 60; currently CEO of Boise Cascade Company (appointed March 2020). He holds a BS in Civil & Environmental Engineering (University of Wisconsin–Madison) and completed executive education at Dartmouth’s Tuck School of Business. His background spans engineering, operations, and distribution leadership in building materials, with prior senior roles at Weyerhaeuser.

Past Roles

OrganizationRoleTenureCommittees/Impact
Boise Cascade CompanyCEO; previously COO; SVP Engineered Wood ProductsCEO since Mar 2020; joined 2015Leads Fortune 500 manufacturer/distributor; diversified across wood products and distribution
WeyerhaeuserVarious leadership roles incl. VP Distribution Operations; earlier Trus Joist structural engineer1987–2015Led North American residential business; operations and systems projects (e.g., Y2K readiness)

External Roles

OrganizationRoleNotes
American Wood CouncilDirectorIndustry standards and advocacy
Boise Cascade Company (NYSE:BCC)CEO & DirectorSales $6.3B in 2023; ~7,400 employees
IDACORP & Idaho PowerIndependent DirectorBoard member since 2023

Board Governance

  • Independence: Listed as independent director; 9 of 10 nominees are independent.
  • Committee assignments:
    • Current: Audit Committee member; designated “audit committee financial expert”; audit met 8 times in 2024.
    • Proposed post-2025 AGM: Compensation & Human Resources Committee and Executive Committee.
  • Attendance: Board held four meetings in 2024; each director attended at least 75% of board and committee meetings; all directors attended 2024 annual meeting.
  • Executive sessions: Independent chair; executive sessions at each regular meeting, plus independent directors meet separately at least annually.
  • Governance practices: Mandatory retirement age 72; clawback policy; anti-hedging/pledging; director and officer stock ownership requirements; independent audit/comp/corp gov committees.

Fixed Compensation

YearFees Earned or Paid in Cash ($)Stock Awards ($)Notes
202364,667 79,926 Prorated (began service May 18, 2023)
2024112,000 139,919 Grant date fair value based on closing price 2/29/2024 ($88.11)

Director compensation structure (2024):

  • Base retainer: $100,000; Committee retainers: Audit $12,000; Comp & HR $8,500; Corp Gov & Nominating $7,500; Executive $3,000; Chair retainers: Board $100,000; Audit $15,000; Comp & HR $15,000; Corp Gov $12,500; Annual stock awards: $140,000.

Deferrals, ownership and policies:

  • Directors may defer retainers and annual stock awards (deferred stock units accrue dividend equivalents; paid in stock at separation).
  • Stock ownership guideline: 5x base annual retainer; all directors in compliance as of 12/31/2024.
  • Anti-hedging and anti-pledging applies equally to directors.

Performance Compensation

IDACORP executive incentive framework (relevant to Comp & HR oversight):

  • 2024 Short-Term Incentive (weightings and results):
MetricThresholdTargetMaximum2024 Actual
Customer Satisfaction (15%)81.50% 84.25% 85.75% 82.95%
Service Reliability (15%) – Outage Incidents≤1.60 ≤1.25 ≤1.05 1.26
Net Income (56%) ($mm)$270.0 $278.0 $283.0 $289.2
Preservation of ADITCs (14%) ($mm)≥$5.0 ≥$15.0 ≥$50.0 $77
  • 2024 Long-Term Incentive metrics (2024–2026 performance period):
    • CEPS: Threshold $13.50; Target $14.65; Max $15.80.
    • Relative TSR vs. EEI Utilities Index: Threshold 30th percentile; Target 55th; Max 90th.
  • Shareholder support: Say-on-pay received 94.5% approval in 2024.

Other Directorships & Interlocks

Company/OrgRolePotential interlock/conflict assessment
Boise Cascade (building materials supplier)CEO & DirectorDistinct industry vs. regulated utility; no related-party transactions involving directors disclosed in 2024; comp committee reported no interlocks/insider participation issues in 2024.
American Wood CouncilDirectorIndustry association role; no conflicts disclosed.

Expertise & Qualifications

  • Financial oversight: Designated audit committee financial expert.
  • Technical/operational: Civil & environmental engineering; structural engineering background; deep operations and distribution leadership.
  • Compensation governance exposure: Proposed move to Comp & HR; committee retains independent consultant Pay Governance; robust benchmarking processes.

Equity Ownership

DateShares Beneficially Owned% of Class
Mar 15, 20242,356 <1%
Mar 17, 20253,543 ~0.01% (MarketScreener)
  • Director stock ownership guidelines: 5x base retainer ($100,000 → $500,000 target); all directors in compliance as of 12/31/2024.
  • Anti-hedging/pledging prohibition supports alignment.

Governance Assessment

  • Strengths:

    • Financial rigor and audit literacy; designated audit committee financial expert; strong operational track record as a public-company CEO.
    • Board independence, attendance, and engagement (executive sessions; ≥75% meeting participation; full annual meeting attendance).
    • Director pay mix appropriately balanced cash/equity with clear ownership guidelines and anti-hedging/pledging; deferral mechanisms available.
    • Comp governance processes (independent consultant; clear STI/LTI metrics; strong say-on-pay).
  • Watch items / potential conflicts:

    • Dual-role workload (CEO of Boise Cascade + IDACORP director) may constrain bandwidth; mitigated by documented attendance and committee work.
    • Proposed transition to Comp & HR heightens need to manage any perceived industry interlocks; company discloses no related-party transactions involving directors and no comp committee interlocks in 2024.
  • Red Flags:

    • None disclosed specific to Jorgensen (no hedging/pledging; no related-party transactions; strong shareholder pay support).
  • Investor confidence signals:

    • Clear KPI-based compensation framework and strong recent execution (NI beat vs. target; ADITC preservation).
    • Ownership alignment via guidelines and anti-hedging/pledging.